Organization, Standing, Authority. Seller is a joint venture duly organized and validly existing under the laws of the State of Kansas, and execution of this Agreement by Seller and its delivery to Buyer have been duly authorized and no further action is necessary on the part of Seller to make this Agreement fully and completely binding upon Seller in accordance with its terms.
Organization, Standing, Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Washington, and execution of this Agreement by Buyer and its delivery to Seller have been duly authorized by Buyer's board of directors and no further corporate action is necessary on the part of Buyer to make this Agreement fully and completely binding upon Buyer in accordance with its terms.
Organization, Standing, Authority. (a) The Company and each Subsidiary is an entity, duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization.
Organization, Standing, Authority. Seller is a corporation presently subsisting under the laws of the Commonwealth of Pennsylvania and has full power and authority to carry on its business, and to own, lease and operate its properties and assets, including, without limitation, the Assets. Seller is duly qualified as a foreign corporation to transact business in all jurisdictions where such qualification is necessary, a list of which jurisdictions is set forth on Schedule 4.1 hereto. Seller has full power and authority, and Costilo has full power and legal capacity, to enter into this Agreement and the other documents and instruments contemplated hereby to which it or he are party or parties (all such documents and instruments being sometimes collectively referred to herein as the "Purchase Documents"), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Organization, Standing, Authority. Buyer hereby is a corporation presently subsisting under the laws of the Commonwealth of Pennsylvania and has full power and authority to carry on its business as now conducted. Buyer has full corporate power and authority to enter into this Agreement and the other Purchase Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Organization, Standing, Authority. AND OWNERSHIP OF THE PBOC SUBSIDIARIES
Organization, Standing, Authority. (a) If a corporation or other legal entity, such Seller is a corporation or other entity duly organized, validly existing and in good standing under the laws of its state of organization or formation.
Organization, Standing, Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia. Seller has all requisite corporate power and authority, licenses, permits and franchises to own, lease and operate its properties and assets, including, without limitation, the Assets, and to carry on the Business as currently conducted. Seller is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, a list of which jurisdictions is set forth on Schedule 4.1 hereto.
Organization, Standing, Authority. Seller is a corporation organized under the laws of the State of Oregon and qualified to do business within the State of Oregon. Seller has the legal power, right, and authority to enter into this Agreement and the instruments referred to herein and to consummate the transactions contemplated herein. All requisite corporate action has been taken by Seller in connection with entering into this Agreement, the instruments referred to herein, and the consummation of the transactions contemplated herein. The persons executing this Agreement and the instruments referred to herein on behalf of Seller have the legal power, right and actual authority to bind Seller to the terms and conditions of this Agreement.
Organization, Standing, Authority. Seller is a non-profit corporation duly organized, validly existing and in good standing under the laws of the State of Hawaii. All corporate action on the part of Seller necessary for the authorization, execution and delivery of this Agreement, and the performance of Seller's obligations hereunder, has been taken or will be taken prior to the Closing.
